Practice Areas & Industries: Fredrikson & Byron, P.A.

Practice/Industry Group Overview

We're With You From the Ground Up

There's probably an industrial park, shopping center, office building, housing development, restaurant, hotel, "green space," or brownfield near you that Fredrikson & Byron's Real Estate Group had a hand in acquiring, shaping, developing, fixing, or financing. The results of more than a half century of our real estate work show in your neighborhood and beyond.

"We chart the best strategy for our clients to achieve their real estate objectives 'from the ground up'."

The breadth and depth of our experience is what sets Fredrikson & Byron's Real Estate Group apart from other law firms. We've helped our clients accomplish some pretty remarkable things.

We also give our clients prompt, practical advice and help them make the right decisions. We chart the best strategy for our clients to achieve their real estate objectives "from the ground up." And we don't let our clients trip up on legalese: whether it's sorting out conditions precedent from proceedings subsequent, subordinations from subrogations, or restrictive covenants from permitted uses, we make sure that the documents clearly reflect the deal and protect our clients' interests.

Here's who we represent

Whether our clients are developers or cities, owners or contractors, sellers or buyers, promoters or investors, landlords or tenants, lenders or borrowers, industries or homeowners, we have helped our clients maintain their advantage and achieve their objectives. We represent Fortune 500 companies, start-ups, high-tech manufacturers and basic industries, municipalities, developers, home builders, construction companies, utilities, health care providers, shopping center owners, wholesalers, retailers, restaurants, entertainment companies, farmers and ag businesses, foreign investors, property managers, homeowners' associations, brokers and mortgage bankers, and home and recreational property owners, whether they are expanding their businesses or interests, pulling back, or venturing onto new turf.

Our clients trust us with high-profile deals such as the downtown Minneapolis Target store and office complex; Saint Paul's Upper Landing; the Grain Belt Brew House Project; the downtown Hilton Hotel; the Alliance Pipeline; Bearpath Golf and Country Club; MarketPointe, Centre Point, Norman Pointe, and Arbor Pointe; the MacGillis & Gibbs Superfund Site redevelopment; Twin Lakes, Echo Lake, Crosby Lake, and Cliff Lake Center; Block E; and The Quarry, to name just a few.

Services Available

Here's what we do

We help our clients buy, sell, develop, redevelop, finance, lease, license, and manage industrial, office, institutional, retail, entertainment, and residential projects of all types and sizes. We counsel our clients in tax and business planning, property tax management and protests, obtaining tax-increment financing and other public assistance, zoning and land use proceedings, easements and restrictive covenants, wetlands management and regulation, brownfields redevelopment, and smart growth initiatives. We help our clients finance, work out, or restructure deals - with banks, insurance companies, conduit lenders, specialty lenders or public entities. We help our clients resolve disputes, claims, and problems such as condemnation proceedings, mortgage foreclosures, contract cancellations, unlawful detainers, construction claims, mechanics' lien actions, title registrations, adverse claims, and other proceedings affecting real estate.

A more complete description of our services follows. We've tried to be inclusive, but if you don't see the topic you're looking for, please contact a member of the group. You can also search for the subject you're looking for using our search feature.

• Acquisitions and Sales
• Bond Financing
• Condominiums/Townhouses/Cooperatives
• Construction
• Environmental (Redevelopment, Brownfields and Wetlands
• Land Use Development and Redevelopment
• Leasing
• Multifamily Housing
• Real Estate Finance
• Real Estate Tax Planning

Acquisitions and Sales

Acquisitions and sales of real estate are core elements of our real estate practice. While the purchase or sale of real estate may seem basic, our experienced real estate attorneys know that these transactions are full of pitfalls, risks, and hidden costs that we can help our clients avoid.

We know where advantages may be gained or lost in negotiating the purchase or sale contract. We strategize the negotiations to get the best overall deal. We help our clients through the due diligence process to avoid surprises relating to title, the condition of physical improvements, zoning and other regulatory matters, environmental conditions, or cash flows. If problems are encountered, we find creative and cost-effective solutions - to make the deal rather than kill it. In representing sellers, we protect the purchase price from unreasonable warranty claims and make sure that our client's valuable asset is not being tied up by an unqualified, unscrupulous, or ill-intentioned buyer.

When title issues need to be resolved, we are skilled at guiding our clients through title examination, torrens proceedings, and curative actions. We help our clients effectively use title insurance.

Bond Financing

Our nationally recognized public finance practice focuses on the issuance of revenue bonds. We act as bond counsel, lender's counsel, or borrower's counsel in bond financings. We assist in structuring tax-exempt financing of manufacturing facilities, rental housing, healthcare, nursing homes, and other properties owned by both for-profit and non-profit entities, and we issue opinions for these financings. We work with fixed or floating rate bonds, both credit-enhanced and stand-alone, and with credit enhancements of all types.

Condominiums/Townhouses/Cooperatives

We have extensive experience in structuring residential and commercial common interest communities. Our clients' projects range from development of large mixed-use commercial/residential master association developments, to creative re-use of previously occupied properties by conversion into commercial, residential, or mixed-use common interest communities. We structure our clients' projects as condominiums, planned developments, or cooperatives to help our clients' comply with complex state statutes and local codes, achieve favorable property or income tax treatment, and to solve difficult development problems.

Construction

Our clients include all participants in the construction industry: owners, developers, architects, engineers, general contractors, subcontractors, suppliers, and sureties. We have experience in all aspects of the construction process, including negotiation and drafting of design and construction contracts, project finance, bid issues, change orders, extension of time and disruption claims, mechanics' liens, bond claims, mediations, arbitrations, litigation, and project close-outs.

Environmental (Redevelopment, Brownfields, and Wetlands)

In today's development climate, it's hard to find a development site in any metropolitan area where there isn't some environmental issue: contamination left from previous industrial uses, a leaking underground storage tank, asbestos, or buried debris. We guide our clients through the sale, purchase, financing, or development of contaminated sites, also known as "brownfields." We work with environmental consultants and with local, state, and federal regulatory agencies to develop solutions to environmental issues. We help our clients secure grants to clean up contaminated sites and we assist our clients in securing environmental insurance policies to protect them from the risks of cost over-runs or liability claims in environmental clean-up projects. We negotiate and secure assurances against liability claims by environmental agencies.

Even if the property is not contaminated, environmental issues can still play a role in its development. We understand all federal and state environmental review laws and advise our clients regarding requirements for an Environmental Impact Statement ("EIS"), Environmental Assessment Worksheet ("EAW"), or Alternative Urban Areawide Review ("AUAR"), and assist our clients in their preparation.

We understand the tough laws protecting wetlands and can help our clients cope with these laws, including analyzing whether development in or near a wetland is feasible. We help our clients work with the U.S. Army Corps of Engineers, watershed and soil conservation districts, the Minnesota Board of Water and Soil Resources, and local governmental units.

Fredrikson & Byron's environmental lawyers also advise our clients on environmental compliance issues and environmental disputes and claims.

Land Use Development and Redevelopment

Our land use, development, and redevelopment attorneys use a comprehensive strategic approach to help our clients navigate through the regulatory and public/private partnership challenges associated with the changing uses of land.

We apply our skills to multiple elements of this complex process only after thoroughly discussing our clients' objectives, and then analyzing the unique characteristics of the government units with jurisdiction over the project. These include:

Local Units of Government

• Comprehensive Plan Amendment, Rezoning, Conditional Use Permits, Variances, Planned Unit Developments, Subdivisions and Plats, Density Bonuses and Transfers, and Park Dedications.
• Annexation.
• Joint Powers Agreements.
• Environmental Impact Statement (EIS), Environmental Assessment Worksheet (EAW), and Alternative Urban Areawide Review (AUAR) Documents.
• Development Contracts - Used to document the rights, responsibilities, timing of actions, duration of rights, allocation of duties, and costs associated with local approvals.
• Tax Increment Financing (TIF) Agreements and Tax Abatement Agreements.
• Special Assessments and Connection charges - Street and utility improvement projects; Sewer availability, Water availability, trunk and arterial facilities charges.

Regional Government

• Metropolitan Council: Review of local Comprehensive Plan amendments; Metropolitan Significance Review, Regional Highway and Sanitary Sewer improvements, extensions and approvals.
• Counties: Access Permits to County roads, funding arrangements for transportation facilities, Assessment Agreements for tax increment financing (TIF).
• Watershed District and Watershed Management Organizations: Permits for land alteration.
• Livable Communities Grants.

State Government

• Department of Natural Resources (DNR): Permits for filling or alteration of protected wetland and public waters and enforcement action defense.
• Pollution Control Agency (MPCA): Sewer extensions, air and water emission and discharge permits.
• Department of Trade and Economic Development (DTED): Remediation cleanup grants.

Federal Government

• Environmental Protection Agency: Hazardous substances, air emission, water discharge, wetland permit comment resolution.
• U.S. Army Corps of Engineers: Wetland fill permits.

All types of land use projects and problems are served by our land use attorneys: residential, industrial (warehouse, high tech, manufacturing, distribution centers), office (multi-story, single story, downtown and suburban office towers), shopping centers, restaurants, gas stations, discount stores and "category killers," big box retail, fast food restaurants, both horizontal and vertical multi-use projects, golf courses and housing, and resorts.

Our land use attorneys are regularly asked to teach other lawyers, planners, government officials, and university students both the fundamentals and the intricacies of this practice area.

Leasing

A lease is a complex agreement allocating the risks and rewards of real estate ownership between landlord and tenant. When we represent landlords, we make sure that the agreement is sufficient to preserve the landlord's assets and to secure financing for the project. When we represent tenants, we help them identify and eliminate unanticipated costs and obligations. We represent our clients in leases ranging from complex retail, office, industrial and warehouse space leases, to long-term ground leases, to small lease transactions comprising a few thousand square feet. We know the ins and outs of leasing and the most effective methods to achieve our clients' goals in a cost-effective way.

Multifamily Housing

We provide a full range of services specifically relating to multifamily housing: market-rate or affordable, nursing homes or assisted living facilities, rental, condominiums or cooperatives, and new construction and rehabilitation. We assist in acquiring the land for the project, obtaining land use and environmental approvals, real estate tax analysis and planning, structuring the appropriate ownership entity, and arranging the financing. We have served as bond counsel, borrower's counsel, or lender's counsel in transactions involving the issuance of tax-exempt obligations to finance multifamily housing, whether owned by a for-profit or a nonprofit entity. We bring an unusual combination of legal skills to multifamily financings because we have extensive experience representing developers and lenders in HUD (including Ginnie Mae mortgage-backed securities), Fannie Mae (both DUS and prior approval) and Freddie Mac direct loans and credit enhancement for bonds.

We understand complex multi-layered financing structures involving subordinate debt and local, state, and federal grants and loans. Much of our practice is national in scope. We handle rehabilitation projects with conservation and historic façade easements, historic tax credits, and developments with tax increment, tax abatement and low-income housing tax credits. We have successfully terminated expiring Section 8 contracts in compliance with state and federal laws. We also represent lenders and borrowers in HUD/OMHAR mark-to-market and mark-up-to-market restructurings.

Real Estate Finance

We regularly represent both lenders and borrowers in structuring, documenting and closing loans and other credit facilities secured by real estate. We help our clients with financing provided by banks, thrifts, life insurance companies, securitized lenders, pension funds, the SBA, Fannie Mae, Freddie Mac, Ginnie Mae, HUD, or other specialty lenders. We are experienced in assisting our clients in obtaining or providing financing for transactions through bond financings, mezzanine loans, tax increment financing or other structured financings. We assist clients with loan restructurings, workouts, defaults or foreclosures. Our representations have included construction and term-loan financing for downtown, mixed use projects, suburban shopping centers, residential subdivision developments, multi-family housing projects, office buildings, medical clinics, and virtually every other type of real estate.

Real Estate Tax Planning

We provide tax planning advice to our clients to help reduce or eliminate the tax consequences of real estate transactions. For example, we provide advice on:

• 1031 tax-free exchanges (including both forward and reverse deferred exchanges and "drop and swap" transactions involving real estate partnerships).
• Choosing the right entity to hold the real estate to minimize taxes.
• Tax planning for exempt entities that own real estate.
• Ownership of U.S. real estate by foreign investors and ways to reduce U.S. taxes.
• Dealer versus investor status - Techniques to protect capital gains and thereby save up to 50% in taxes.
• Special tax credits including the low income housing credits and the rehabilitation/renovation tax credit for historic and old structures.
• Real estate investment trusts (REITs) and "UPREIT" transactions.
• "Frozen" real estate partnerships to reduce individual and corporate level taxes.
• Using simple, complex, and rolling options.
• Creating tax savings through depreciating or amortizing raw land in special situations.
• Tax strategies in loan workouts and debt restructuring.
• Synthetic lease transactions.
• Charitable gifting of appreciated real estate.
• Sales tax issues for developers, contractors, and other real estate professionals.
• Tax-free real estate spin-offs.
• Special tax strategies for golf course, hotel, commercial and other real estate developers.